AirVu Terms & Conditions

EXHIBIT A

Ground Production – Terms & Conditions

1. These terms and conditions of business represent the agreement between the parties for engagement of video production and/or aerial services offered by AirVu.

Definitions

“AirVu” or “the producers” or “We/we” means AirVu Cayman Limited.

“Crew-members” means staff employed by or subcontracted by AirVu and involved in the production of the video feature.

“Estimated production fee” means the amount estimated by AirVu’s Producer based on the production brief as agreed with the client and returned to AirVu during the pre production process.

“The client” means the party engaging AirVu for the purposes of producing a video feature, as identified on the above signed order form.

“Approval cut” means the first and subsequent version(s) of the video feature provided to the client for comment, which are agreed during pre production. Upon receiving this cut the client has 48 hours to respond to AirVu with their comments.  Should the client not provide their feedback in the allotted timeframe AirVu cannot be held liable for a delay in any production, and the client understands they may incur an additional fee for further edits once the 48 hours window has lapsed or if they request additional shots which were not agreed during the pre production stage, unless a special exception has been pre agreed between AirVu and the client.

“Final cut” means the version of the video feature approved by the client.

“Additional standard hourly rates for ground crew” are as follows:

Direction                                      CI$150 per hour

Cinematographer                          CI$100 per hour

Sound technician                          CI$100 per hour per technician

Cameraman                                   CI$100 per hour per cameraman

Producer                                       CI$125 per hour per producer

Executive producer                        CI$150 per hour

Basic editing                                  CI$125 per hour

Advanced editing                           CI$150 per hour

Photography                                   CI$150 per hour

Motion Graphics & Animation          CI$150 per hour

EXHIBIT B 

Aerial Production – Terms & Conditions

2. All AirVu Cayman Limited Small Unmanned Aircraft (SUA) pilots are professionally  trained and certified by the Unmanned Vehicle University or equivalent.  AirVu Cayman Limited has been certified with Aerial Work Permission by the CAACI.  We are currently the only SUA Operator who is compliant with local regulations for this type of commercial work. The following list of SUA Aerial Work regulations should be considered for all SUA missions for which you have a requirement for. This is not an exhaustive list and we can obtain exemptions on a job-specific basis depending on the project.

2. As per the AirVu Cayman Limited General Operating Manual certified by the CAACI, SUA missions should be conducted;

a)      During daylight hours (“day” means a continuous period of 24 hours beginning at midnight Co-ordinated Universal Time; or for the purposes of articles 41 and 70 [AN(OT)O 2013], the time from half an hour before sunrise until half an hour after sunset (both times exclusive), sunset and sunrise being determined at surface level;
In dry weather;

b)      With a wind speed no greater than 20mph;

c)       At a maximum altitude of 400ft Above Ground Level (AGL);

d)      Within Visual Line-of-Sight (VLOS) of at least one crew member at all times;

e)      With permissions from any landowner whose land will be used for takeoff and landing.

3. As per AN(OT)O 2013 73(4) the operator of the SUA shall not fly:

a)      Over or within 150 meters of a congested area;

b)      Over or within 150 meters of an organized open-air assembly of more than 1000 persons;

c)       Within 50 meters of any vessel, vehicle or structure which is not in control of the person in charge of the aircraft.

If you do have a project that falls outside of these parameters, please get in contact. As long as we can show it to be safe, we can generally get exemptions to work outside of these parameters, for example we can fly at night, or in built up areas.

Application of these terms

4. These terms and conditions shall apply in respect of all goods and services we supply to you at your request whether specified overleaf or otherwise (“the Service”).  Except to the extent that these terms and conditions are varied by mutual consent they, together with the brief and quotation, shall constitute the entire agreement. You agree that, in entering into this agreement, you shall not rely on any representation or understanding, whether oral or in writing, which is not included or referred to in these terms and conditions.

Delivery

5. The Service shall be delivered to you in accordance with the brief agreed at the outset of the project either through concept meetings or in written proposals.

6. We shall produce one master .MP4 copy of the production only for your use. Should you require further copies an additional charge will apply. A separate quotation will be issued for the production of additional copies.

7. Times given for delivery of the Service are estimates only and time shall not be of the essence.

Acceptance and Changes

8. The Service shall be made available for acceptance at agreed stages. At each agreed stage changes to the Service shall only be permitted to the extent that such changes are consistent with the brief. Beyond completion of the final Master we will allow the ‘Three Hour Rule’. By this it is meant that any change or alteration to the final Master that we reasonably deem will take less than three hours will not be charged.

9. Other than as stated in clause 5 above, changes to the brief or otherwise that result in additional work being carried out will be chargeable at the relevant daily rate; this shall include the following:

a)   Changes which result from inaccurate or misleading information having been supplied by you in preparation of the brief.

b)   Changes which result from your failure to obtain consent from any third parties or employees necessary in the delivery of the Service.

c)    Changes which result from a significant change to the brief.

d)   Additions to the original brief in the form of extra variations or edits of the originally planned piece such as shorter ‘highlights’ edits or specific web versions that are not agreed at the outset.

Safety

10. All flights will be conducted based on the CAACI certified AirVu General Operating Manual in accordance with the Civil Aviation Authority (CAA) and the Overseas Territories Aviation Requirements (OTAR) Part AN(OT)O 2013 Article 73, Regulation of small unmanned aircraft.

11. All flights will be coordinated with Low Flying Aircraft and Air Traffic Control (ATC). All AirVu flights will be conducted on any of the three Cayman Islands and their surrounding waters. There are three airports; MWCR, MWCL, and MWCB.

12. AirVu’s SUA Pilots will not be subject to coercion by any AirVu managers or customers. The SUA Pilot’s good judgment shall prevail at all times. If anyone determines that the SUA Pilot’s decision or conduct of the flight is not proper, they shall abide by the SUA Pilot’s decision and direct complaints and/or comments to the Accountable Manager insofar as such decisions shall not affect the safety of the flight. The SUA Pilot assumes duties and responsibilities as follows:

a)      Retains the final authority for the safe operation of the aircraft.

b)      Ensures the assigned aircraft is airworthy by reference to the AirVu Operation Database and through a pre-flight inspection.

c)       Makes decisions as necessary to the start, delay or cancellation of a flight.

d)      Prepares or supervises the briefing on the purpose of the flight, weather, operating, procedures and any special instructions or flight permits.

e)      Prepares or supervises preparation of flight plan, if necessary, considering such factors as altitude, terrain, weather, and weight.

f)       Ensures that weather and aircraft performance conditions can be met.

g)      Determines the applicability of the regulations to each flight.

Privacy Concerns

13. All SUA operations will be conducted in a manner that is mindful of the privacy concerns of the population. Training and certification flights should be conducted on private property with permission of the owner. Operational missions that require flying over property not owned by the client should be planned to mitigate potential privacy concerns through transparency and communication with the parties concerned before the flight is conducted.

Insurance

14. AirVu Cayman Ltd holds Public Liability insurance covering all commercial flights up to US$1m.

Our Copyright Policy

15. All copyright vested in the media produced by us shall belong to you.

Storage Policy

16. All media produced by AirVu on your behalf will be stored in Hi-Definition (as standard) and stored on professional format digital media and transferred to a secured, personal hard drive for archiving.

Warranties and Liability

17. We warrant that we will use all due skill and care in providing you with the Service. Other than as expressly provided for in these terms and conditions,  no warranty, guarantee or other term relating to the provision of the Service whether implied by statute, common law or otherwise is given, however where we supply goods to you as part of the Service we shall, where possible, assign to you the benefit of any warranty, guarantee or indemnity given to us by the persons supplying the goods to us.

18. We shall have no liability to you for any loss, damage, costs, expenses or other claims for compensation arising from any materials supplied by you or instructions supplied by you, which are incomplete, incorrect, inaccurate or illegible, or arising from their late arrival or non-arrival, or any other fault of yours.

19. Except in respect of death or personal injury caused by our negligence, we shall not be liable to you by reason of any representation (unless fraudulent) or any implied warranty, condition or other term or any duty at common law or under the express terms of this agreement for any loss of profit or any indirect or consequential loss, loss of goodwill, any destruction of data, damage, costs or expenses whether or not such losses were in the contemplation of the parties and at the date of this agreement, which arise out of or in connection with the provision of the Service.

20. Except in respect of death or personal injury,  our entire liability in contract, tort (including negligence or breach of statutory duty) misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of this agreement between us shall not exceed either the amount of the price payable by you in respect of the services, goods and/or materials we supply to you or in respect of a valid claim the amount claimable under the terms of the appropriate insurance policy we hold.

21. You agree to indemnify and hold us harmless for all liabilities, loss, claims and expenses that may arise from any breach of these terms and conditions by you.

22. Any claim that you may have against us must be notified to us in writing within one month of the claim arising.

Assignment

23.   We reserve the right to assign any or all of the rights and obligations under these terms and following your prior written consent.  We may subcontract some or all of our obligations to a reputable alternative service provider following notice to you.

Severance

24. If any provision of these terms and conditions (whether in part or in whole) is held by a Court or jurisdiction to be illegal, or unenforceable the parties shall agree to amend the relevant provision as shall be necessary to ensure its application and the remaining provisions of the Contract shall remain in full force and effect.

Waiver

25. Any waiver by us of any breach of or any default under any provision of this agreement will not be deemed a waiver of any subsequent breach or default and will in no way affect the terms of this agreement.

Confidentiality

26. We undertake not at any time hereafter to use, divulge or communicate to any person, except as may be required to be disclosed by any applicable law or required to be disclosed to any governmental, judicial, regulatory or supervisory body or authority, any confidential information concerning the business or affairs of AirVu Cayman Ltd, or of any member of the group of companies or other entities to which AirVu Cayman Ltd belongs, which come to our knowledge and we shall use all reasonable endeavours to prevent the publication or disclosure of any information that comes to our knowledge in the course of providing the Services.

 

EXHIBIT C 

Payment Terms & Conditions

 

Any invoices not paid in full within 30 days of the invoice date may be subject to finance charges at 1.5% per month, cumulatively, of the total amount outstanding since the date of the invoice.  If you breach your obligations under this agreement, we may take legal action against you.  You shall reimburse us for the full costs of any legal action taken by us as a result of your breach of this agreement, including legal costs and disbursements on a solicitor and own client (indemnity) basis.